Acquisition of shares in owner of shopping centre in Lima. Our firm advised the real estate company Swiss Capitals Group on the acquisition of 100% of the shares from the De Ferrari Mariateguí family in Centro Comercial Gamarrita, the owner of a key shopping centre in Lima.
Structuring transaction as share purchase instead of asset acquisition: The client aimed to incorporate the shopping centre into its real estate portfolio, and we advised it on structuring the transaction as a share acquisition to optimise tax and liability considerations, distinguishing it from an asset acquisition. Our work also included conducting comprehensive legal due diligence to assess corporate ownership risks, encumbrances on real estate assets, pending litigation, and regulatory compliance.
Addressing dispute over share ownership and compliance with fiduciary requirements: Furthermore, our team addressed critical legal risks, including a family dispute over share ownership and compliance with fiduciary requirements due to the property’s previous transfer into a securitisation trust.
Securing immediate possession of shopping centre: We developed contractual mechanisms for workforce termination at closing and immediate possession of the shopping centre and advised on terminating lease agreements and handling administrative permits for future redevelopment. The negotiated timelines and conditions for taking possession of the property were part of the strategy to ensure a swift and effective ownership transfer.
Strengthening commercial real estate presence in Peru: This acquisition is strategic for our client as it adds a substantial shopping centre to its real estate portfolio in the most significant textile retail hub in Peru, thereby strengthening its presence in the commercial real estate sector.
Latest development: The transaction was completed. We are currently advising the client on post-transaction matters.
